Good news for even the most discerning fans of Middle-earth: The second season of Amazon Studio’s The Rings of Power, which premiered August 29, includes a whole lot more characters and landscapes from J.R.R. Tolkien’s books, many of which never made it into Peter Jackson’s film adaptations. Whether it’s anywhere near as captivating, however, is a different story.

The series, which premiered in 2022, centers on Middle-earth’s Second Age, which occurred thousands of years before the events of The Hobbit and The Lord of the Rings, and is based not on a single Tolkien work but on their many appendices. The first season saw a young version of the elf Galadriel (played by Morfydd Clark in the series, and in Jackson’s films by Cate Blanchett) begin her quest to avenge the death of her brother by defeating the evil Sauron, until she eventually realizes that the man she thought was a friend was (spoiler!) actually Sauron in disguise. But by this point, he’s already seeded the idea to the famed elven smith Celebrimbor to create one of the titular Rings of Power — objects that Sauron bestows upon powerful rulers in order to secretly control them — and by the finale, he’s made three.

Reviews for the first season were mixed but leaned positive; critics praised the intricate, immersive sets and dazzling CGI of the landscapes (both of which contributed to its $1 billion cost, making it the most expensive show ever made). But others panned its use of modern “mystery box” storytelling — a construction in TV shows like Lost, Westworld, and Stranger Things, in which hints are dropped throughout a season until the finale’s big reveal. A Forbes writer said that approach made “a mockery of Tolkien’s work,” while Screenrant pointed out that Middle-earth’s Second Age “is filled with rich stories on its own without having to make artificial mysteries to drive viewer interest.”

The problem with creating a TV show based on one of the best-selling books of all time and three of the greatest films ever made is that people tend to be a bit precious about the material. Audiences “review-bombed” the series when it first aired — some were upset at the non-canonical timeline, some angry at the gender and racial diversity in the casting, and others balked at the idea of hiring two inexperienced and unknown showrunners, Patrick McKay and J.D. Payne, to helm the project.

Though its first episode became Amazon’s most-watched series premiere ever, only 37 percent of viewers finished the series, which execs blamed on all the “setting up” required in the first season. For season two, they say the plot will “hit the ground running”: “When you’re setting out the banquet table, necessarily, there’s going to be a little more lore and rules,” McKay told the Times. “Now, we are feasting.”

If you’re tuning in to the new episodes but can’t quite remember where we left off two years ago, or are concerned you might not be quite brushed up enough on Middle-earth to get it, here’s a handy guide (no Elvish needed).

Remember the monologue Galadriel delivers at the very beginning of the Fellowship film about the forging of the rings? This is essentially what happens in The Rings of Power:

Three were given to the Elves, immortal, wisest and fairest of all beings. Seven to the Dwarf lords, great miners and craftsmen of the mountain halls. And nine, nine rings were gifted to the race of Men, who, above all else, desire power. But they were, all of them, deceived, for another ring was made. In the land of Mordor, in the fires of Mount Doom, the Dark Lord Sauron forged in secret a Master Ring, to control all others. And into this ring he poured his cruelty, his malice and his will to dominate all life. One Ring to rule them all.

Eventually, Sauron’s plan is discovered, and an alliance of men and elves form a resistance. In the final battle, Isildur (the ancestor of human ranger Aragorn), cuts the One Ring from the hand of Sauron, bringing peace to Middle-earth — thousands of years before Frodo ends up with the ring and embarks on his quest to destroy it.

This is the story that will unfold throughout all five planned seasons of The Rings of Power. The first season barely scratches its surface, however, and instead spends most of its eight episodes introducing new characters and building up to the reveal that Halbrand (Charlie Vickers), Galadriel’s new human friend, is the evil Sauron, and ends just after the forging of the first three rings for the elves.

We also meet the dwarves, who act as comic relief when they’re not busy in the depths of Khazad-dûm, the impressive underground dwarf city, mining for the newly discovered substance mithril (which fans might remember is the material Frodo’s chainmail shirt is made of). It’s an immensely powerful ore that the elf Elrond (Robert Aramayo, played by Hugo Weaving in the film trilogy) wants to use to help save the elves, who are suffering as a result of having spent too much time away from their homeland — and it’s the same material used to craft the rings.

Because Middle-earth just wouldn’t be the same without halflings, there’s also a loveable pair of harfoots, early ancestors of hobbits, who live nomadically in caravans. Two harfoot girls, Nori and Poppy, come across an old man who appears in the crater of a fiery asteroid-like event and can’t remember who he is or speak their language. Despite fearing him at first, they eventually learn that the man, dubbed the Stranger, is a wizard. Specifically, he’s one of the Istari, a powerful five-wizard order that includes Saruman, Radagast, the Blue Wizards, and Gandalf. (Is the Stranger in fact Gandalf? More on that later.)

What are the humans doing in all of this? Well, there’s a lengthy and mostly inconsequential subplot about the less fortunate humans of the Southlands, who discover some orc tunnels and a hilt of a sword that the leader of the orc army, Adar, is searching for. By the end of the season, their land is covered in the fire and ash of Mount Doom’s eruption, officially turning the Southlands into Mordor, i.e., what becomes Sauron’s evil realm.

The fancier humans are in Númenor, the island kingdom that is, by the time of the events of The Lord of the Rings, swallowed by the sea. But right now, it’s a gorgeous, gleaming urban paradise, ruled by queen regent Míriel and her adviser Pharazôn, who clearly wants the throne for himself. Another important guy here is Isildur, or at least we know he will be. He’s the son of captain Elendil, and goes to fight the orcs in the Southlands with his father and is presumed dead when the volcano erupts (though, obviously, he survives).

Our final image is of Sauron, fully mask-off, standing on the edge of Mordor, ready to take back what’s his.

He is in Jackson’s The Lord of the Rings trilogy. But before all that, Sauron was a primordial spirit, or Maiar, capable of shape-shifting. Known by many names throughout his thousand-year life (?), Sauron was a servant of the Dark Lord Morgoth before becoming the Dark Lord himself. In the Second Age, when The Rings of Power takes place, he appears to the elves in various angelic “fair forms,” sometimes as Annatar, handsome “Lord of Gifts,” in order to deceive them.

There’s also a cool scene at the beginning of season two where Sauron, after being killed in his human form as a different blonde man (not to be confused with the hunky Halbrand, who is an invention of Amazon, not Tolkien, and is confusingly also played by the same actor as Sauron-as-Annatar), regenerates in a pool of black blood and becomes an undulating evil mass of goop.

It also kind of doesn’t even matter how Sauron is represented on screen: The fiery eyeball thing, for instance, isn’t even entirely accurate to the books, which only vaguely describe what Sauron looks like. Dig any deeper into this, however, and you’re fully in some serious Tolkienian weeds (here’s a discussion of this topic, if you’re interested).

Theories that the Stranger is indeed Gandalf appeared as soon as he came flying down to earth in season one. The evidence for this is mostly that a) he’s a benevolent old wizard with a fondness for halflings and b) he echoes a line spoken by Gandalf thousands of years later: “When in doubt, always follow your nose.”

In a roundtable with the showrunners, McKay sort-of-but-didn’t answer the million-dollar question: “Despite what some folks might think, we’re really not about a game, we’re really not about a puzzle. But we also don’t wanna take for granted where characters will end up … I’m trying to say it but not say it.” Helpful!

Tom Bombadil, who appears in the pages of The Fellowship of the Ring as an entity as old as time itself (“Tom was here before the river and the trees”), is a jolly old bearded man who speaks in nonsensical rhyme and verse. He famously does very little — the Hobbits mainly just hang out at his house for a while before heading on their way — which is likely why he wasn’t included in the films. And from what it sounds like, he won’t be doing a ton in The Rings of Power, either.

McKay explained to Vanity Fair that his role is to “nudge the Stranger along his journey.” Whether his appearance is little more than fan service remains to be seen.

Yes, but they haven’t been depicted on screen until now. At the beginning of season two, Poppy, Nori, and the Stranger are traveling through Rhûn, a desert in the far east of Middle-earth (here is a helpful map). We also get to see Forodwaith, a snow-covered tundra in the far north.

The broad strokes of the plot — namely, the forging of the rings — are all canon, just with a much more condensed and tweaked timeline. But a lot of the rest of it isn’t.

Besides the many invented characters, the telling of the story is a marked difference from the books and Jackson’s films, which follow a single, straightforward plot that obscures almost nothing from the viewer. Characters in The Lord of the Rings are usually presented clearly as either good or evil, with the notable exception of someone like Boromir, who tries to take the ring from Frodo, but only for a worthy cause (using the One Ring to lead the human kingdom of Gondor to victory over Sauron).

The Rings of Power takes a far more modern perspective by filling Middle-earth with legions of Boromirs, characters with complex morals, trauma backstories, and not-always-clear motives. We don’t always know what sort of quest they’re on, or whether they’re even on a quest at all. While this might sound in theory like it makes for more compelling TV, it doesn’t necessarily capture the magic of the source material.

Depends on who you ask. As a LOTR fan, I’ll continue to watch solely because it’s a thrill to see events only alluded to in the books and films come alive on screen, and I found the first three episodes to be an improvement from season one. Now that the table is set, per McKay, the plot isn’t as focused on setting up mysteries that only somewhat pay off after sitting through eight hour-long-plus episodes where little of substance occurs. Which is good!

But the second season still suffers from some of the same problems, namely by prioritizing beautiful visuals over pacing and character development. Variety’s Alison Herman called it “a boring slog” and “lifeless,” writing that she could hardly think of anything memorable about its characters or scenes. Like Herman, I also found myself disoriented by much of the plot, despite being relatively familiar with the lore. If it can’t hook someone like me, it’s difficult to imagine LOTR newbies getting on board.

That’s what happens when an overall pretty straightforward story gets dragged out over 50 hours and five long seasons: You get filler, you get “mysteries” that aren’t all that mysterious, and you get storylines that commit the cardinal sins of failing to capture viewers’ attentions and failing to pay off. I can’t see how McKay and Payne are going to solve this problem within the next three seasons — all of this could have been done in one! — but at the very least, it’ll make for a lot of really cool-looking television that people get to complain about on the internet.